KONECRANES PLC STOCK EXCHANGE RELEASE DECEMBER 22, 2022 at 9:30 am EET
Konecranes Plc’s Shareholders' Nomination Board's proposals for the composition and compensation of the Board of Directors
Konecranes Plc’s Shareholders' Nomination Board has submitted its proposals to the Annual General Meeting to Konecranes' Board of Directors. The Nomination Board makes its proposals unanimously. The Annual General Meeting is planned to be held on March 29, 2023, and the company will publish the notice to convene the Annual General Meeting at a later time.
Proposal on Board Composition
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be nine (9).
The Shareholders’ Nomination Board proposes that of the current Board members Pauli Anttila, Pasi Laine, Ulf Liljedahl, Niko Mokkila, Sami Piittisjärvi, Päivi Rekonen, Helene Svahn and Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2024, and that Gun Nilsson be elected as a new member of the Board of Directors for the same term of office. Janina Kugel and Per Vegard Nerseth of the current Board members were not available for re-election. The Shareholders’ Nomination Board proposes that Christoph Vitzthum be elected as Chairman of the Board of Directors and that Pasi Laine be elected as Vice Chairman of the Board of Directors.
Gun Nilsson is chair of the board at Hexagon AB and board member of AAK AB, HEXPOL AB, Absolent Air Care Group AB, Einar Mattsson AB, Bonnier Group AB and Melker Schörling AB, and is also chair of the Swedish Corporate Governance Board. She holds a Master of Science in business administration and economics. Nilsson’s career experience includes Melker Schörling AB, IP-Only Group, Sanitec Group and Duni AB. She is deemed independent of Konecranes and of Konecranes' significant shareholders.
Sami Piittisjärvi is being proposed from candidates put forward by the employees of Konecranes in accordance with the agreement on employee representation between Konecranes and its employees.
CVs, photographs and the evaluation regarding the independence of the current members of the Board of Directors are presented on the company’s website at investors.konecranes.com/board-directors, and the CV, photograph and evaluation regarding the independence of the proposed new candidate will be made available on the company’s website at investors.konecranes.com/general-meeting before the Annual General Meeting.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets the other requirements of the Finnish Corporate Governance Code for listed companies.
Remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration for the Board of Directors and the meeting fees for the committees and meetings of the Board of Directors remain unchanged, except for the annual remuneration for the Chairman of the Board of Directors and the meeting fee of the Chairman of the Audit Committee, which are proposed to be increased. The Shareholders’ Nomination Board proposes that annual remuneration is paid to the members of the Board of Directors, other than the employee representative, as follows: the remuneration to the Chairman of the Board of Directors is EUR 150,000 (EUR 140,000 in 2022), the remuneration to the Vice Chairman of the Board of Directors is EUR 100,000, and the remuneration to the other members of the Board of Directors is EUR 70,000. In case the term of office of a member of the Board of Directors ends before the closing of the Annual General Meeting in 2024, he or she is entitled to the prorated amount of the annual remuneration calculated on the basis of his or her actual term in office.
The Shareholders’ Nomination Board proposes that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the members of the Board of Directors at a price determined in public trading on Nasdaq Helsinki. The purchase of shares shall be carried out in four equal instalments; each instalment being purchased within the two-week period beginning on the date following each of the company’s interim report announcements and the company’s financial statements bulletin for 2023. The company will pay the transaction costs and transfer tax in connection with the purchase of remuneration shares. In case the remuneration cannot be paid in shares due to legal or other regulatory restrictions or due to other reasons related to the company or a member of the Board of Directors, the annual remuneration will be paid fully in cash.
The Shareholders’ Nomination Board proposes that members of the Board of Directors are eligible for a meeting fee of EUR 1,000 for each meeting that they attend. For meetings of the committees of the Board of Directors, the Chairman of the Audit Committee is paid a meeting fee of EUR 5,000 (EUR 3,000 in 2022), the Chairman of the Human Resources Committee is paid a meeting fee of EUR 3,000, and the other committee members are paid a meeting fee of EUR 1,500 per each attended committee meeting.
No remuneration will be paid to members of the Board of Directors employed by the company, in accordance with the agreement on employee representation between Konecranes and its employees.
Travel expenses for all members of the Board of Directors, including the employee member of the Board of Directors, will be compensated against receipt.
Composition of the Shareholders’ Nomination Board
The Shareholders’ Nomination Board comprises Reima Rytsölä, CEO of Solidium, Peter Therman, deputy chairman of the Board of Hartwall Capital, Mikko Mursula, Deputy CEO, investments of Ilmarinen Mutual Pension Insurance Company, and Stig Gustavson.
In addition, Christoph Vitzthum, the Chairman of the Board of Directors of Konecranes, serves as an expert in the Shareholders’ Nomination Board without being a member.
KONECRANES PLC
Kiira Fröberg
Vice President, Investor Relations
FURTHER INFORMATION
Kiira Fröberg,
Vice President, Investor Relations,
tel. +358 (0) 20 427 2050
Konecranes is a world-leading group of Lifting Businesses, serving a broad range of customers, including manufacturing and process industries, shipyards, ports and terminals. Konecranes provides productivity enhancing lifting solutions as well as services for lifting equipment of all makes. In 2021, Group sales totaled EUR 3.2 billion. The Group has approximately 16,500 employees in around 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
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Nasdaq Helsinki
Major media
www.konecranes.com
